Scarlet Spider
by Green Gallant
Summary: Season 3. Take one enthuastic QB wanting to help Spider-Man, a 'misguided' scientist wanting to 'improve' society, and a homicidal maniac bonded to a souped-up symbiote and what do we have? Complete chaos or better yet why not call it what it is? Carnage.
1. A Spider Is Born

_Author's Note: This is a story I did awhile back based on an idea I've been meaning to use for a long time. I have to say Spectacular Spider-Man is one of my top faves to watch as far as Marvel goes. I grew up on the 90s Spider-Man show but the new one is pretty engaging and original in the way they go about things. Anyway this is my first time submiting a Spidey fic. I know its not much, hope you guys like it. _

**Scarlet Spider**

At Midtown High Gynasium students were busy lifting weights on one side of the gym Flash Thompson was being spotted by his buddy Hobie Brown.

"I'm telling you guys Spidey's been getting his butt kicked since these guys decided to gang up on him." he said lifting weights.

"So? Spidey's always managed to hold his own before." said Rand.

"Yeah but the point is, its not fair." said Flash.

"So what do you plan to do about it? Suit up and join him?" Randy joked.

Flash paused on this for a moment before sitting up.

"Hey you know what? Your right!" he said.

"Whoa hold on there Flash I was just kidding." Randy told him.

"You really think you have what it takes to go against those guys?" Hobie asked him.

"Sure why not? Its about the same thing as playing football right?" he asked.

"Yeah except out there we're not playing for our lives." Randy told him.

"Actually we kind of do." said Thompson.

"Flash." Randy warned.

"No think about it? I busted my knee last season and laid it all out on the line out there. How can helping Spider-Man be any different?" he asked.

"Are you hearing yourself?" Randy said aloud gaining everyone's attention.

Across the way Peter Parker sat on a benchpress mat being spotted by Harry.

"I'm just saying Spider-Man can really use some help out there. He has too many bad guys and not enough good ones." Flash said in a hushed voice.

"I just dont want to have to read about your obituary." said Randy.

"Yeah me neither dude." added Hobie.

"Neither do the rest of us." Kenny said sitting across from them.

"Sides I'm sure Spider-Man wouldnt want you out there risking your neck." Randy told him. His friends' lack of support dampened his spirits.

"Meanwhile back on Earth what are we going to do for tonight?" asked Kenny. His friends talked amongst themselves as Flash stood up and left the group. The guys looked at each other dumbstruck.

"He's really serious." said Randy.

"We were just joking around." said Kenny.

"He really looks up to the guy." added Randy.

After sitting there for a few minutes Peter decided to go after him. The boy burst through the double doors a second later and called out to him.

"What do you want Parker?" the jock muttered.

"I just..."

"Look I get it. Nobody takes me seriously cause I'm just a dumb jock." he said before turning to face him.

"But I cant just stand by when a guy like him is in trouble." he said with conviction.

_"Oh great where was this when he was shoving me into a locker?" _Peter thought.

"Its not that..." he tried to explain.

"Just leave me alone Parker. Before you regret it." he said walking off.

_"I never knew he felt so strongly about Spider-Man. I mean I know he looks up to him but... inspite of everything we've been through. I guess he's finally grown up...I mean that's kind of hard to imagine but he's definatly made some changes. " _Peter thought.

"He's changed you know." Sha-Shawn said breaking his concentration.

"Sha-Shawn!" he said suprised.

"I know he may not look it. But he really is a good guy despite some of his shortcomings." she told him.

_"Dont I know it." _Peter thought.

"I'm sure he is." he told her.

"Spider-Man means alot to him. I know he puts up a gruff exterior but I've seen the real him. And even though he gives others a hard time he has strong convictions. I saw it when he reported Harry to the Athletic Board. That's how I knew he was a good guy." she told him.

"And you really do care about him dont you?" Peter asked.

"I just dont want anything to happen to him." she replied.

_"Dont worry Sha-Shawn I wont." _he thought to himself. He smiled and placed a hand on her shoulder.

"I'm sure he'll be all right." he told her.

"I hope so." she said before walking off.

Several hours later Flash sat on his bed in contemplation. The teen athlete sat in silence as he looked at his closet. Downstairs his mom was busy baking a cake. Her son hadnt said anything since coming home from school. In actuality he cut school an hour or so before it let out and has been up there ever since. Mrs. Thompson accended the stairs towards his room and knocked on the door.

"Eugene honey are you all right?" she asked.

"Fine mom." he said behind the closed door.

"You havent said anything since you came home. Are you sure everything's all right?" she asked again.

"Yeah mom." he said with a hint of annoyance.

"Well...all right if you need anything..." she said concerned.

"I'm fine mom." he said in monotone.

His mother reluctantly turned away from the door and returned downstairs. Flash ran his hand through his hair and sighed as he looked back at the Spider-Man costume in his closet. He finally got up and walked over to the closet grabbing its sleeve with his fingers. He then turned to his television that saw on the dresser that played footage of Spidey in action. The teen sighed and took out the costume. Night had fallen when he emerged from his room and stood on the roof of his house. He decided there was no use in just wearing a replica costume. Afterall people had already seen him wear the Spider-Man costume when Venom attacked. He decided he needed to stand out more in order to distenguish himself from his hero. And switched the color scheme going with red spandex. After creating the gloves, guantlets and boots. He pulled a blue tank top from his closet that had a large spider symbol on the front and back before finally brandishing the mask. Despite its crude appearance the costume turned out well he thought. Who would have thought sewing class would come in handy? As he stood on the rooftop fully formed he pulled the red mask over his face with eyes simular to Spider-Man's and stood with his chest puffed out.

"Time to make history." he said to himself.

"...um how do I get down?" he asked.

_Author's Note: I think I did a pretty good job capturing everyone's personality in this story. Let me know what you think of it and if I should continue it. _

_Please review,_

_Green Gallant. _


	2. Carnage Rules!

_Author's Note: All right I'm back with another chapter that I'm sure you guys wll like. Those of you who know me, know that my stories have a tendency of becoming very complex as the story develops. Basically I was trying to figure out how many villains I wanted in this story. Rather some suffer from villain-overload I decided to take it one or two at a time and see how it goes from there. Hope you guys like this next one. Enjoy. __This is decided taking place after Season 2 so there will be some spoilers. Scarlet Spider is just a working title. _

**Chapter 2**

**Carnage**

Over in Midtown, Spidey was crouched down on the corner of a highrise. The Web Slinger had been there for a while thinking to himself.

"Great as if I dont have enough to worry about. Now I have to be on the lookout for this knucklehead. Although...with all the stuff that's gone down in the last week alone...it's...not that I wouldnt necessarily welcome a new sidekick. Especially since everybody decided to play 'Smack The Spider Around'....I just wouldnt mind someone with a little more experience is all. Then again things have been pretty messed up as of late. Now that Norman Osborn's gone I at least have some breathing room." the Spider thought to himself.

The night air wisped through his mask as he looked up at sky above him.

"Its been a week since my last battle with Gobby. And with that my chance to be with Gwen. This has been one hell of a week." he sulked looking down at the streets.

'But with most of the bad guys put away, maybe I can help train Flash to be a hero. And without a Big Man of Crime to lead the Underworld maybe now things will settle down a little bit. God knows I could use a break from all this." he said finally sitting down against the pavement.

"I wonder how Harry and Gwen are doing?" he wondered.

Across town at the Osborns' ruined apartment complex. Harry continued to sift through the remains of his broken home both metaphorically and literally. The young boy picked up a partly burnt picture of his father the late Norman Osborn and stared into it. Harry clutched the bottom corner of the picture crumpling its edge. 20 feet away the door buzzed getting his attention.

"Harry? Its me." said Gwen.

"Come on in." he said softly.

The door opened a moment later as she stepped into the ruined living room. It was the first time she had seen the damage. A lump formed in her throat as she made her way towards Harry and placed a hand on his shoulder.

"How are you holding up?" she asked.

"Better. My dad always wanted me to be a man. And now I finally am." he said still looking at his picture.

"What do you say we get out of here for a bit?" she asked.

"You could use some time away from here." she added helping him up.

"Thanks Gwen." he said turning toward her.

A feigned smile formed in the corner of her mouth as she tried her best to comfort him. Harry took hold of her and leaned into her. Gwen frowned and turned away at the last minute catching her cheek. He pulled away a second later and looked at her with question.

"What's wrong?" he asked.

"Nothing, I dont think we should do this until you've recovered." she told him.

"O-okay if you say so." he replied.

"Come on let's get something to eat." she said leading him out.

A smile formed on his face. He knew that inspite of everything he'd been through she'd stay with him...whether she'd like it or not.

Across town Spidey remained on watch as he tried to figure out where his well-meaning 'teammate' would show himself. Back in the suburbs however Flash had finally gotten off the roof of his house and took to the streets on his motorcycle. In another part of the city at ESU Labs Dr. Miles Warren was about to begin another experiment. A man in his forties with short neatly trimmed brown hair and a moustache, and a large pair of glasses turned from his lab table to the double doors behind him. Out of the shadows were two men in uniform carrying a third one in a straightjacket with a Hannible Lector styled mask strapped to a handcart. The two stopped short as they entered the premises with the test subject in hand.

"Just as we promised. Dr. Warren meet Cletus Kasady, serial mass murderer currently serving 12 life sentences." the guard said.

"This guy is as crazy as they come." said the other guard. The scientist nodded.

"I believe that. Now then I understand that he is also in his final stage of terminal cancer." Dr. Warren said.

"Yeah but my question is, why would you recruit _him_ for this experiment?" the first guard asked. Dr. Warren smiled.

"Science is all about trial and error. If he dies it'll be of no consequence to us now will it?" he asked.

The guards looked at each other as Kasady's eyes kept track of Dr. Warren.

"So then what is this project?" the first guard asked.

"This." Dr. Warren said unveiling a large chamber. Inside was a red and black globious entity.

"What is it?" the second guard asked.

"Your familar with the villain called Venom?" he asked.

"Eddie Brock is one of the inmates at Ravencroft." the first guard said.

"When this lab was in possession of the Symbiote we took a sample of its DNA. By reverse engineering its properties we were able to discover what could be the cure to cancer." Dr. Warren explained.

"What?"

"Seriously?" the guards said.

"For the past few months we have been able to create a life sustaining suit that can absorb and ultimately negate the cancer cells in one's body." he elaborated further.

"So then shall we get started?" he asked.

The men unbuckled him from the handcart and with a firm grip on both arms walked him towards the chamber. Kasidy struggled against them at first, when the second guard pulled out a tazer and zapped him in the lower back. The guards then forced him towards the chamber as Dr. Warren opened it. The guards soon entered with him inside and strapped him down. Kasidy looked at the glob that hovered behind him in a seperated part of the chamber and struggled against them all the more. The men finally secured him to the back brace and once all the buckles were fastened left him in there while Warren sealed off the chamber. The convicted killer still wore his Hannible Lector mask as he struggled furiously against his restraints. They soon rejoined Warren at the controls and stood behind him.

"Are you sure this will work?" the first guard asked.

"Nothing ventured, nothing gained. Besides its not like he has anything to lose." Dr. Warren replied.

Cletus struggled all the more trying desperatly to get loose. But it would all be in vain as Dr. Warren started the process. The chamber started to revirberate as the glass seperating Kasidy from the symbiote was released. Kasidy yelled but came out as nothing more than a muffled cry as the suit was fused to his body. Kasidy screamed all the more as his eyes flew open and a blinding light filled the chamber. The guards shileded their eyes while Warren's eyes were shielded by a pair of goggles. Kasidy continued to scream as the light filled the room and turned to white. A few minutes later Kasidy was sedated with his mask still in place. The convict moaned as he started to come to. Although heavily sedated, his eyes twitched signaling that he was still somewhat responsive. From the neck down Kasidy was covered in the red and black 'life suit'. Although globs of the material were now hovering beside him connected by strings of tissue. Kasidy moaned some more as he finally opened his eyes and saw the men staring back at him.

The murder finally regained some sense of movement and looked down at his body seeing that it was now attached to him.

"What...what is this?" he asked the doc.

"Just as I explained a symbiotic bio-enhancement suit designed to terminate cancer cells. How do you feel?" Dr. Warren asked.

"I feel...kind of wierd...I dont know how to describe it....I can feel it moving." he said looking down at himself.

"The suit is alive. Even as we speak it is feeding on the lukiocites in your bloodstream and throughout your internal organs." the doctor explained.

"It feels wierd...why me?" he asked.

"Because your stage of cancer is the only one that warrents this kind of aggressive treatment. Congradulations, if this proves successful we will be able to save millions." he said.

"So I can go back to prison and live out the rest of my life sentences? Uh uh." he said.

The symbiote seemed to respond to this and sensed his hostility.

"Your trying to save lives, but I'm going to show you just how futile life is." he said getting stronger.

The symbiote seemed to mimic the same sentiments, and became more responsive to his emotions. By now they were on high alert as the guards went for their sidearms and pointed them at the case. His strength grew and snapped his arm restraints.

"Dr. Warren do something!" the guard on his left said.

"He's already bonded to it there's nothing I can do!" he replied.

"Shut it down!" the one on the right yelled.

"What do you think I'm doing?" he yelled back as he issued the command sequence.

"We're the enemy of mankind. We're the enemy of all things living." he said removing his mask. The symbiote then crept up his neck and shielded his face taking on a monsterous form.

"We're _Carnage!_ And we'll destroy everything!" he yelled as globs of the symbote flew out of his body.

The tendrils started smashing the case fracturing it. The scientist ran as the guards stood thier ground. The glass then shattered as his tendrils flew around. The guards opened fire on him with tazors but had no effect on him. Carnage laughed sinsterly as he walked towards them tearing out the cords. The guards then went for thier sidearms and opened fire on him. Carnage continued to walk towards them as his right arm turned into an axe. The men soon turned tail and ran barely making their way out the lab as the doors closed on top. An explosion occured from outside as Carnage escaped.

_Author's Note: All right what'd you think of that. Those of you familar with the comics will probably recognize this take on Carnage's origin. Actually I took a page from the show's style and combined the mainstream Carnage with his Ultimate Marvel incarnation. I thought it'd be more original than just saying he was spawned from Venom like in the mainstream. And I plan on taking it one step further later on in the story. Does Spidey ever curse in the comics? I've never really read them myself but judging from the movies he doenst seem like the type but then again what do I know? It just seems wierd for me to do a story without any language. I guess that's just me. Anyway let me know what you think. _

_Please review, thanks personally to all my friends who reviewed and support this story. _

_Green Gallant_


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